This section provides guidance in relation to an organisation’s board and management responsibility for the anti-corruption policy and programme (Measure 3 of the Anti-Corruption Programme for Organisations).
It is essential that the board of an organisation (or equivalent top level governing body) formally accepts overall responsibility for the effective implementation of the anti-corruption policy and programme. A policy and programme of this nature, with such important potential consequences, cannot be left by the board for personnel to implement, with no further leadership, involvement or oversight by the board. Therefore, the programme specifically requires the board to accept overall responsibility for the effective implementation by the organisation and its personnel of the anti-corruption policy and programme. There are various requirements built into other programme measures (e.g. communication by the board (or representative of the board) to personnel, reporting to the board, and review by the board) which ensure the board’s continued involvement.
However, while the board must retain overall responsibility, it may delegate specific implementation and management responsibilities.
In larger organisations, the board may agree that it would be more efficient to establish a sub-committee of the board to which is delegated specific compliance responsibilities. For example, the sub-committee may have responsibility for overseeing the role of the compliance manager, and for reviewing the compliance manager’s report and any issues outstanding. In cases where such a sub-committee is established, it is still important that the board as a whole retains overall responsibility, and is reported to by the sub-committee on any major issues. This sub-committee could be called, for example, the “Business Ethics Committee”, or “Anti-Corruption Committee”, or any similar appropriate name.
In addition, or as an alternative to, appointing a sub-committee, the board may delegate to the organisation’s chief executive the responsibility for ensuring compliance by the organisation. In such a case, the chief executive would report to the board in a similar manner as explained in relation to the sub-committee above.
The board would normally delegate oversight of day to day implementation of the anti-corruption programme to the compliance manager (see measure 5).
The board would normally delegate to the organisation’s relevant managers responsibility for overseeing day-to-day compliance by personnel within their department, function or project with the anti-corruption policy and programme. Therefore, for example, the Sales Director would have direct responsibility for ensuring compliance by sales managers, and by all advisors, consultants, agents etc. which assist the sales function.
In order to ensure that the board is kept up to date, it is advisable for a specific agenda item to be included at all board meetings to review any corruption issues which have arisen. If no issues have arisen in the relevant period, then the item can be noted as “no issues arising” or equivalent. This would be treating anti-corruption compliance in a similar manner to safety compliance, where you would expect to see safety as a standing item on a board agenda.
The compliance manager should submit an annual written report to the board on the anti-corruption policy and anti-corruption programme (see measure 5). The board should debate this report, and discuss the adequacy of the anti-corruption policy and anti-corruption programme and any necessary improvements annually at a board meeting.
The acceptance by the board of responsibility for implementation of the policy and programme should be recorded by way of a board resolution. In the case of an organisation owned and controlled by one person, it could be a signed resolution by that person.
See sample Board Resolution (paragraphs 3, 4 and 6)
Updated on 10th April 2020